EXHIBIT 10 iii(p)










             IR EXECUTIVE DEFERRED COMPENSATION PLAN

       [As Amended and Restated Effective January 1, 2001]

                        TABLE OF CONTENTS



SECTION 1 - STATEMENT OF PURPOSE                                 1

SECTION 2 - DEFINITIONS

     2.1  Account Balance                                        2
     2.2  Administrative Committee                               2
     2.3  Base Salary                                            2
     2.4  Beneficiary                                            2
     2.5  Beneficiary Designation Form                           2
     2.6  Cash Incentive Compensation Award                      2
     2.7  Change in Control                                      2
     2.8  Code                                                   2
2.9  Compensation Committee                                      3
     2.10 Deferral Account                                       3
     2.11 Deferral Amount                                        3
     2.12 Disability                                             3
2.13 Discretionary Company Contribution                          3
2.14 Discretionary Company Contribution Account                  3
2.15 Dividends on Stock Grants                                   3
2.16 Early Distribution                                          3
2.17 Elected Officer                                             3
     2.18 Election Form                                          3
     2.19 Eligible Employee                                      4
     2.20 ERISA                                                  4
     2.21 Investment Option Subaccounts                          4
     2.22 IR Stock                                               4
     2.23 IR Stock Account                                       4
     2.24 Participant                                            4
     2.25 Plan Year                                              4
     2.26 Retirement                                             4
     2.27 Return                                                 4
     2.28 Service                                                4
     2.29 Supplemental Contribution                              5
     2.30 Supplemental Contribution Account                      5
     2.31 Trust                                                  5
     2.32 Unforseeable Financial Emergency                       5

SECTION 3 - ADMINISTRATION OF THE PLAN                           6

SECTION 4 - PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT
            ELECTION

     4.1  Participation and Deferral Election                    7
     4.2  Investment Election                                    7

SECTION 5 - VESTING

     5.1  Deferral Amounts                                       9
     5.2  Supplemental Contributions                             9
     5.3  Discretionary Contributions                            9

SECTION 6 - ACCOUNTS AND VALUATIONS

     6.1  Deferral Accounts                                     10
     6.2  Supplemental Contribution Accounts                    10
     6.3  Discretionary Contribution Accounts                   11
     6.4  IR Stock Accounts                                     12
     6.5  Changes in Capitalization                             13
     6.6  Accounts are Boookkeeping Entries                     13

SECTION 7 - DISTRIBUTON OF ACCOUNTS

     7.1  Termination with Five Years of Service, Retirement,
          Disability and Death                                  14
     7.2  Scheduled Distributions Prior to Termination of
          Employment                                            15
     7.3  Termination of Employment Prior to Completing Five
          (5) Years of Service                                  16
     7.4  Hardship Distribution                                 16
     7.5  Early Distributions (with forfeiture)                 16
     7.6  Form of Payments of IR Stock                          17
     7.7  Taxes; Withholding                                    17

SECTION 8 - BENEFICIARY DESIGNATION                             18

SECTION 9 - AMENDMENT AND TERMINATION OF PLAN

     9.1  Amendment                                             19
     9.2  Termination of Plan                                   19

SECTION 10 - MISCELLANEOUS

     10.1 Unsecured General Creditor                            20
     10.2 Entire Agreement; Successors                          20
     10.3 Non-Assignability                                     20
     10.4 No Contract of Employment                             20
     10.5 Authorization and Source of Shares                    20
     10.6 Singular and Plural                                   21

SECTION 10 - MISCELLANEOUS - (Continued)

     10.7 Captions                                              21
     10.8 Applicable Law                                        21
     10.9 Severability                                          21
    10.10                                                       Notice    21

             IR Executive Deferred Compensation Plan
        As Amended and Restated Effective January 1, 2001


                              SECTION 1

                        STATEMENT OF PURPOSE

     The  purpose of the IR Executive Deferred Compensation  Plan
     (the  "Plan")  is  to  further  increase  the  mutuality  of
     interest between Ingersoll-Rand Company (the "Company"), its
     employees  and stockholders by providing a select  group  of
     management  and highly compensated employees the opportunity
     to  elect  to defer receipt of cash compensation.  The  Plan
     shall be unfunded for tax purposes and for purposes of Title
     I  of  ERISA.  The Plan, originally known as the  Ingersoll-
     Rand Company Executive Deferred Compensation and Stock Bonus
     Plan,  became effective on January 1, 1997 and  was  amended
     and restated effective January 1, 2001.

                             SECTION 2

                            DEFINITIONS

     2.1  "Account Balance" means, for each Plan Year, a credit on the
          records of the Company equal to the sum of the value of a
          Participant's Deferral Account, Supplemental Contribution
          Account, Discretionary Contribution Account and IR Stock Account
          for such Plan Year.  The Account Balance shall be a bookkeeping
          entry only and shall be utilized solely as a device for the
          measurement and determination of the amounts to be paid in cash
          or IR Stock, as applicable, to a Participant, or to the
          Participant's designated Beneficiary, pursuant to the Plan.

     2.2  "Administrative Committee" means the committee appointed by
          the Chief Executive Officer of the Company which will administer
          the Plan in accordance with the duties delegated to it by the
          Compensation and Nominating Committee of the Board of Directors
          of the Company or as set forth herein.

     2.3  "Base Salary" means a Participant's annual base salary,
          excluding  bonuses, commissions, incentive compensation
          and all other remuneration for services rendered to the
          Company   and  prior  to  reduction  for   any   salary
          contributions  to a plan established pursuant  to  Code
          Section  125  or  qualified pursuant  to  Code  Section
          401(k).

     2.4  "Beneficiary" means the person or persons designated as
          such in accordance with Section 8.

     2.5  "Beneficiary   Designation   Form"   means   the   form
          established  from  time to time by  the  Administrative
          Committee  that a Participant completes and returns  to
          the  Administrative Committee to designate one or  more
          Beneficiaries.

     2.6  "Cash   Incentive   Compensation   Award"   means   the
          Participant's annual cash incentive compensation  award
          (annual cash bonus award).

     2.7  "Change in Control" means a "change in control  of  the
          Company" (as set forth in the Company's Incentive Stock
          Plan  of  1998) or any sale, lease, exchange  or  other
          transfer  (in  one transaction or a series  of  related
          transactions)  of  all, or substantially  all,  of  the
          assets  of  the  Company, other than any  sale,  lease,
          exchange  or  other transfer to any  person  or  entity
          where  the  Company  owns, directly or  indirectly,  at
          least  80  percent of the outstanding voting securities
          of  such  person  or  entity after any  such  transfer,
          unless  a different definition is used for purposes  of
          any  severance  of employment agreement  or  change  of
          control   arrangement  between  the   Company   and   a
          Participant,  in  which  event  such  definition  shall
          apply.

     2.8  "Code"  means  the Internal Revenue Code  of  1986,  as
          amended from time to time.

     2.9  "Compensation  Committee" means  the  Compensation  and
          Nominating Committee of the Board of Directors  of  the
          Company.

     2.10 "Deferral Account" means, for each Plan Year,  (i)  the
          sum  of  all of a Participant's Deferral Amounts,  plus
          (ii)  amounts  credited  in  accordance  with  all  the
          applicable crediting provisions of the Plan that relate
          to  the Participant's Deferral Account, less (iii)  all
          distributions  made  to  the  Participant  or  to   the
          Participant's  Beneficiary pursuant to  the  Plan  that
          relate to the Participant's Deferral Account.

     2.11 "Deferral  Amount" means the amount of a  Participant's
          Cash  Incentive  Compensation Award,  Base  Salary  and
          Dividends  on Stock Grants actually deferred under  the
          Plan  by the Participant pursuant to Section 4 for  any
          one Plan Year.

     2.12 "Disability"  means  the  Participant  is  eligible  to
          receive  benefits  under  a long-term  disability  plan
          maintained by the Company.

     2.13 "Discretionary Company Contribution" means an additional
          amount  to be credited to a Participant's Discretionary
          Contribution Account for a Plan Year.

     2.14 "Discretionary Company Contribution Account" means, for each
          Plan Year,  (i) the sum of all of a Participant's Discretionary
          Company Contributions, plus (ii) amounts credited in accordance
          with all the applicable crediting provisions of the Plan that
          relate to the Participant's Discretionary Company Contribution
          Account, less (iii) all distributions made to the Participant or
          to the Participant's Beneficiary pursuant to the Plan that relate
          to the Participant's Discretionary Company Contribution Account.

     2.15 "Dividends   on  Stock  Grants"  means   the   dividend
          equivalents  on deferred and/or unearned  stock  grants
          paid  or  payable  to  a Participant  pursuant  to  the
          Ingersoll-Rand Company Incentive Stock Plan of 1998.

     2.16 "Early   Distribution"  means  an   election   by   the
          Participant,  pursuant to Section  7.5,  to  receive  a
          distribution of amounts from the Participant's Deferral
          Account, IR Stock Account, vested Discretionary Company
          Contribution    Account   and    vested    Supplemental
          Contribution  Account with respect to a  specific  Plan
          Year  prior to the time at which such Participant would
          otherwise be entitled to such amounts.

     2.17 "Elected  Officer"  means an  officer  of  the  Company
          elected  to such position by the Board of Directors  of
          the Company.

     2.18 "Election  Form"  means the form or  forms  established
          from  time to time by the Administrative Committee that
          a  Participant  completes, signs  and  returns  to  the
          Administrative Committee to make an election under  the
          Plan.   An Election Form also includes any other method
          approved  by the Administrative Committee, in its  sole
          and absolute discretion, that a Participant may use  to
          make  an  election  under  the  Plan.   The  terms  and
          conditions  specified  in  the  Election  Form(s)   are
          incorporated by reference herein and form a part of the
          Plan.  If there is a conflict between the Election Form
          and  the Plan, the terms of the Plan shall control  and
          govern.

     2.19 "Eligible  Employee" means an Elected  Officer  or,  an
          individual  who is among a select group  of  management
          and highly compensated employees of the Company who has
          been  selected by the Administrative Committee, in  its
          sole  and  absolute discretion, to participate  in  the
          Plan.

     2.20 "ERISA"  means the Employee Retirement Income  Security
          Act of 1974, as amended from time to time.

     2.21 "Investment  Option  Subaccounts"  means  the  separate
          subaccounts, each of which corresponds to an investment
          option  elected by the Participant or, as  provided  in
          Section    6.3    regarding    Discretionary    Company
          Contributions,   the  Administrative  Committee,   with
          respect  to  a  Participant's Deferral Accounts  and/or
          Discretionary   Company   Contribution   Accounts,   as
          applicable.

     2.22 "IR Stock" means the common stock of the Company.

     2.23 "IR  Stock Account" means, for each Plan Year, (i)  the
          sum  of  all  of a Participant's Deferral  Amounts  and
          Discretionary Company Contributions that are deemed  to
          be  invested in IR Stock, plus (ii) amounts credited in
          accordance with all the applicable crediting provisions
          of  the Plan that relate to the Participant's IR  Stock
          Account,  less  (iii)  all distributions  made  to  the
          Participant   or   to  the  Participant's   Beneficiary
          pursuant  to  the Plan that relate to the Participant's
          IR Stock Account.

     2.24 "Participant"  means an Eligible Employee participating
          in  the  Plan  in  accordance with  the  provisions  of
          Section 4.

     2.25 "Plan Year" means a calendar year.

     2.26 "Retirement"  means  termination  of  employment  by  a
          Participant after he or she has attained age 65 (62 for
          Elected  Officers) or termination at or  after  age  55
          with at least five (5) years of Service.

     2.27 "Return"  means, for each investment option, an  amount
          equal  to the net investment return (including  changes
          in  value  and distributions) for each such  investment
          option during each business day.

     2.28 "Service" means periods of service with the Company  as
          determined by the Administrative Committee in its  sole
          and absolute discretion.

     2.29 "Supplemental Contribution" means an additional  amount
          to   be   credited  to  a  Participant's   Supplemental
          Contribution Account equal to twenty percent  (20%)  of
          the Participant's Cash Incentive Compensation Award and
          Base  Salary that is deferred under the Plan for a Plan
          Year  and that is designated by the Participant  on  an
          Election  Form  at  the  time of  making  the  deferral
          election  to be deemed to be invested in the  IR  Stock
          Account.  Supplemental Contributions shall be available
          and  credited  only to Participants whose job  category
          indicates  specified ownership guidelines as determined
          by  the Compensation Committee in its sole and absolute
          discretion.

     2.30 "Supplemental  Contribution Account"  means,  for  each
          Plan  Year,  (i)  the  sum of all  of  a  Participant's
          Supplemental Contributions, plus (ii) amounts  credited
          in   accordance  with  all  the  applicable   crediting
          provisions of the Plan that relate to the Participant's
          Supplemental  Contribution  Account,  less  (iii)   all
          distributions  made  to  the  Participant  or  to   the
          Participant's  Beneficiary pursuant to  the  Plan  that
          relate  to  the Participant's Supplemental Contribution
          Account.

     2.31 "Trust"   means  the  Ingersoll-Rand  Company  Deferred
          Compensation  Trust Agreement, dated as of  January  1,
          2001 between the Company and the trustee named therein,
          as amended from time to time.

     2.32 "Unforeseeable   Financial  Emergency"   means   severe
          financial hardship to the Participant resulting from  a
          sudden  and  unexpected  illness  or  accident  of  the
          Participant or a dependent of the Participant, loss  of
          the  Participant's  property due to casualty  or  other
          similar     or    extraordinary    and    unforeseeable
          circumstances arising as a result of events beyond  the
          control  of  the  Participant.  The circumstances  that
          would  constitute an unforeseeable financial  emergency
          will  depend upon the facts of each case, but,  in  any
          case,  a hardship benefit may not be made to the extent
          that  such  hardship is or may be relieved (i)  through
          reimbursement   or   compensation   by   insurance   or
          otherwise,  (ii)  by liquidation of  the  Participant's
          assets,  to the extent the liquidation of assets  would
          not itself cause severe financial hardship, or (iii) by
          cessation of Deferral Amounts under the Plan.

                            SECTION 3

                   ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the Compensation Committee
     (or  any  successor committee).  The Compensation  Committee
     has  delegated authority to the Administrative Committee  to
     administer  the  Plan in accordance with the  provisions  of
     this  Section.   Notwithstanding the previous sentence,  the
     Compensation   Committee   shall   retain   authority    for
     determining  (i)  a  Participant's  eligibility  to  receive
     Supplemental  Contributions, and (ii) eligibility  for,  and
     the  amount  of,  Discretionary Company  Contributions  with
     respect   to   Participants  whose  job  category   indicate
     specified   ownership  guidelines  as  determined   by   the
     Compensation Committee.

     The  primary responsibility of the Administrative  Committee
     is  to  administer  the  Plan for the exclusive  benefit  of
     Participants  and  their  Beneficiaries,  subject   to   the
     specific  terms  of the Plan.  The Administrative  Committee
     shall  administer the Plan in accordance with its  terms  to
     the  extent  consistent with applicable law, and shall  have
     the  power  to determine all questions arising in connection
     with the administration, interpretation, and application  of
     the  Plan.   Any  such  determination by the  Administrative
     Committee shall be conclusive and binding upon all  affected
     parties.   Any denial by the Administrative Committee  of  a
     claim  for  benefits  under the Plan  by  a  Participant  or
     Beneficiary shall be stated in writing by the Administrative
     Committee  and  delivered or mailed to  the  Participant  or
     Beneficiary.   Such  notice shall  set  forth  the  specific
     reasons  for  the Administrative Committee's  decision.   In
     addition,  the  Administrative  Committee  shall  afford   a
     reasonable  opportunity  to any Participant  or  Beneficiary
     whose claim for benefits has been denied for a review of the
     decision denying this claim.

                            SECTION 4

    PARTICIPATION, DEFERRAL ELECTION AND INVESTMENT ELECTION.

     4.1  Participation  and  Deferral  Election.   Any  Eligible
          Employee  may elect to participate in the  Plan  for  a
          given Plan Year by filing a completed Election Form for
          the   Plan  Year  in  the  manner  prescribed  by   the
          Administrative  Committee.   The  Election  Form   must
          specify the percentage or dollar amount of any Deferral
          Amount  otherwise payable during such  Plan  Year  that
          will  be deferred under the Plan.  Notwithstanding  the
          previous  sentence, an election to defer  Dividends  on
          Stock  Grants  shall  be equal to one  hundred  percent
          (100%)  of the Dividends on Stock Grants.  The  minimum
          total  dollar amount of a Participant's Deferral Amount
          that  a  Participant may defer under the Plan  for  any
          Plan  Year is $5,000.  Any election to defer a Deferral
          Amount  is irrevocable upon the filing of the  Election
          Form, and must be properly completed and filed no later
          than  the  November 30 immediately preceding such  Plan
          Year,   or   such  other  date  as  the  Administrative
          Committee may specify.  An Eligible Employee who  fails
          to file a properly completed Election Form by such date
          will be ineligible to defer a Deferral Amount under the
          Plan  for  the  following Plan Year.  In addition,  the
          Administrative  Committee, in  its  sole  and  absolute
          discretion, may establish from time to time such  other
          enrollment requirements as it determines are  necessary
          or proper.

          Notwithstanding   anything   to   the   contrary,   the
          Administrative  Committee, in  its  sole  and  absolute
          discretion,  shall  determine from  time  to  time  the
          percentage  of  Base  Salary that may  be  deferred  by
          Participants  under the Plan in any  Plan  Year.   Once
          such  a  determination  is made  the  percentage  shall
          remain  in  effect until changed by the  Administrative
          Committee.

          If  the  Administrative Committee  determines  in  good
          faith  that  a  Participant no longer  qualifies  as  a
          member  of  a  select  group of  management  or  highly
          compensated employees, as membership in such  group  is
          determined  in  accordance with ERISA Sections  201(2),
          301(a)(3)  and 401(a)(1), the Administrative  Committee
          shall   have  the  right,  in  its  sole  and  absolute
          discretion, to (i) terminate any deferral election  the
          Participant has made for the remainder of the Plan Year
          in  which  the Participant's membership status changes,
          (ii)   prevent  the  Participant  from  making   future
          deferral  elections and/or (iii) immediately distribute
          the  Participant's  then vested  Account  Balances  and
          terminate the Participant's participation in the Plan.

     4.2  Investment  Election.   In accordance  with  procedures
          established by the Administrative Committee in its sole
          and absolute discretion, prior to the time a Participant's
          Deferral Amounts are credited to a Participant's Deferral
          Account pursuant to Section 6.1, the Participant shall
          designate, on an Election Form, the types of investment
          options in which the Participant's Deferral Amounts will
          be deemed to be invested for purposes of determining the
          amount of earnings to be credited to the Participant's
          Deferral Account and, with respect to Deferral Amounts
          that are designated by the Participant to be deemed to be
          invested in IR Stock, the IR Stock Account.

          Subject to the right of the Administrative Committee to
          direct  the  types  of investment options  in  which  a
          Participant's Discretionary Company Contributions  will
          be  deemed to be invested as described in Section  6.3,
          in  the  event  a Participant receives a  Discretionary
          Company  Contribution, the Participant  shall,  at  the
          time designated by the Administrative Committee, in its
          sole and absolute discretion, designate, on an Election
          Form,  the  types of investment options  in  which  the
          Participant's Discretionary Company Contributions  will
          be  deemed  to be invested for purposes of  determining
          the   amount  of  earnings  to  be  credited   to   the
          Participant's   Discretionary   Company    Contribution
          Account  and,  with  respect to  Discretionary  Company
          Contributions that are designated by the Participant to
          be  deemed  to  be invested in IR Stock, the  IR  Stock
          Account.

          Subject  to  Section  6.4, in making  the  designations
          pursuant  to this Section, the Participant may  specify
          that  all  or any portion of the Participant's Deferral
          Amount  and,  subject  to  Section  6.3,  Discretionary
          Company  Contributions be deemed  to  be  invested,  in
          whole  percentage increments, in one  or  more  of  the
          types of investment options provided under the Plan  as
          communicated  from  time to time by the  Administrative
          Committee.   A  Participant may change the  designation
          made  under  this Section with respect to prior  and/or
          future Deferral Amounts and/or, subject to Section 6.3,
          prior and/or future Discretionary Company Contributions
          by  filing  an  Election Form no later  than  the  time
          specified by the Administrative Committee, in its  sole
          and  absolute  discretion, to be effective  as  of  the
          first business day of the following month.  Except  for
          Discretionary    Company   Contributions    that    the
          Administrative Committee, pursuant to Section 6.3,  has
          directed   the   investment   options   in   which    a
          Participant's Discretionary Company Contributions shall
          be  deemed  to be invested, if a Participant  fails  to
          elect  a  type of investment option under this Section,
          he   or  she  shall  be  deemed  to  have  elected  the
          investment  option  designated  by  the  Administrative
          Committee as the default investment option.

                                SECTION 5

                                 VESTING

     5.1. Deferral Amounts.  A Participant shall be fully  vested
          in his or her Deferral Account.

     5.2. Supplemental Contributions.  A Participant shall vest in his
          or her Supplemental Contribution Account on the earliest of: (i)
          the fifth anniversary of the date the Supplemental Contribution
          is credited to the Participant's Supplemental Contribution
          Account; (ii) the date of the Participant's Retirement; (iii) the
          Participant's Disability, (iv) the Participant's death; (v) a
          Change in Control; or (vi) a termination of the Plan pursuant to
          Section 9.2.

     5.3  Discretionary Contributions.  A Participant shall  vest
          in   his  or  her  Discretionary  Company  Contribution
          Account on the earliest of  (i) the date determined  by
          the  Administrative Committee; (ii)  the  date  of  the
          Participant's  Disability;  (iii)  the  date   of   the
          Participant's death; (iv) a Change in Control or (v)  a
          termination of the Plan pursuant to Section 9.2.

                              SECTION 6

                       ACCOUNTS AND VALUATIONS

     6.1  Deferral Accounts.  The Administrative Committee  shall
          establish and maintain a separate Deferral Account for each
          Participant for each Plan Year.  All Deferral Amounts, other than
          Deferral Amounts that are deemed, at the Participant's election,
          to be invested in IR Stock shall be credited to the Participant's
          Deferral Account on the date when the Deferral Amount would
          otherwise be paid to the Participant.  All Deferral Amounts that
          are deemed, at the Participant's election, to be invested in IR
          Stock shall be credited to the Participant's IR Stock Account as
          described in Section 6.4.

          Each  Participant's Deferral Accounts shall be  divided
          into  Investment  Option Subaccounts.  A  Participant's
          Deferral Accounts shall be credited as follows:

          (a)  On the day a Deferral Amount is credited to a Participant's
               Deferral Account, the Administrative Committee shall credit
               the Investment Option Subaccounts of the Participant's
               Deferral Account with an amount equal to the Participant's
               Deferral Amount in accordance with the Participant's
               Election Form; that is, the portion of the Participant's
               Deferral Amount that the Participant has elected to be
               deemed to be invested in a certain type of investment
               option shall be credited to the Investment Option
               Subaccount corresponding to that investment option, and

          (b)  Each   business   day,  each   Investment   Option
               Subaccount  of  a  Participant's Deferral  Account
               shall  be  adjusted for earnings or losses  in  an
               amount equal to that determined by multiplying the
               balance   credited   to  such  Investment   Option
               Subaccount  as of the prior day plus contributions
               credited   that  day  to  the  Investment   Option
               Subaccount  by  the  Return for the  corresponding
               investment option.

     6.2  Supplemental Contribution Accounts.  The Administrative
          Committee  shall  establish  and  maintain  a  separate
          Supplemental  Contribution Account for each  Plan  Year
          for   each  Participant  who  receives  a  Supplemental
          Contribution  for  such  Plan Year.   All  Supplemental
          Contributions  shall be credited to  the  Participant's
          Supplemental Contribution Account on the same date that
          the  Participant's Deferral Amount applicable  to  Base
          Salary or a Cash Incentive Compensation Award for which
          the Supplemental Contribution is being made is credited
          to  the  Participant's  Deferral  Account  pursuant  to
          Section 6.1.  Notwithstanding anything to the contrary,
          a  Participant  may  not designate  the  investment  of
          Supplemental  Contributions and all of a  Participant's
          Supplemental  Contributions  shall  be  deemed  to   be
          invested in, and shall remain deemed to be invested in,
          IR Stock in the Participant's Supplemental Contribution
          Account until distributed from the Plan.

          All  Supplemental Contributions shall be credited to  a
          Participant's  Supplemental  Contribution  Account   in
          units  or  fractional units.  The value  of  each  unit
          shall  be determined each business day and shall  equal
          the  closing price of one share of IR Stock on the  New
          York  Stock Exchange-Composite Tape.  On each date that
          Supplemental   Contributions   are   credited   to    a
          Participant's  Supplemental Contribution  Account,  the
          number  of units to be credited shall be determined  by
          dividing  the amount of such Supplemental Contributions
          by the value of a unit on such date.

          Dividends  paid  on IR Stock shall be  reflected  in  a
          Participant's Supplemental Contribution Account by  the
          crediting  of  additional units  or  fractional  units.
          Such  additional units or fractional units shall  equal
          the value of the dividends based upon the closing price
          of one share of IR Stock on the New York Stock Exchange-
          Composite Tape on the date such dividends are paid.

     6.3  Discretionary   Company  Contribution  Accounts.    The
          Administrative Committee shall establish and maintain a
          separate Discretionary Company Contribution Account for
          each  Plan  Year  for each Participant who  receives  a
          Discretionary Company Contribution for such Plan  Year.
          All  Discretionary  Company Contributions,  other  than
          those that are deemed, at the Participant's election or
          as directed by the Administrative Committee pursuant to
          the  following paragraph, to be invested  in  IR  Stock
          shall  be  credited to the Participant's  Discretionary
          Company Contribution Account on the date determined  by
          the  Administrative Committee in its sole and  absolute
          discretion.   All  Discretionary Company  Contributions
          that  are deemed, at the Participant's election  or  as
          directed  by  the  Administrative  Committee,   to   be
          invested  in  IR  Stock  shall  be  credited   to   the
          Participant's IR Stock Account as described in  Section
          6.4.

          Each  Participant's Discretionary Company  Contribution
          Accounts  shall  be  divided  into  Investment   Option
          Subaccounts.   Notwithstanding the  previous  sentence,
          the  Administrative  Committee may,  in  its  sole  and
          absolute   discretion,  at  the  time  a  Discretionary
          Company   Contribution   is   made,   direct   that   a
          Participant's  Discretionary  Company  Contribution  be
          invested  in  any one or more of the Investment  Option
          Subaccounts (including the IR Stock Account)  and  that
          such Discretionary Company Contribution remain invested
          in  such  Investment Option Subaccounts until at  least
          such  time as the Administrative Committee, in its sole
          and   absolute   discretion,   determines   that   such
          Discretionary Company Contribution, or portion thereof,
          may   be  invested  in  Investment  Option  Subaccounts
          elected    by   the   Participant.    A   Participant's
          Discretionary  Company Contribution Accounts  shall  be
          credited as follows:

          (a)  On the day a Discretionary Company Contribution is
               credited to a Participant's Discretionary  Company
               Contribution Account, the Administrative Committee
               shall credit the Investment Option Subaccounts  of
               the     Participant's    Discretionary     Company
               Contribution Account with an amount equal  to  the
               Participant's  Discretionary Company  Contribution
               in accordance with the Participant's Election Form
               or  as  directed by the Administrative  Committee;
               that   is,   the   portion  of  the  Participant's
               Discretionary   Company  Contribution   that   the
               Participant    has   elected,    or    that    the
               Administrative  Committee  has  directed,  to   be
               deemed  to  be  invested  in  a  certain  type  of
               investment  option  shall  be  credited   to   the
               Investment Option Subaccount corresponding to that
               investment option.

          (b)  Each   business   day,  each   Investment   Option
               Subaccount   of   a  Participant's   Discretionary
               Company Contribution Account shall be adjusted for
               earnings  or  losses in an amount  equal  to  that
               determined by multiplying the balance credited  to
               such  Investment Option Subaccount as of the prior
               day  plus contributions credited that day  to  the
               Investment Option Subaccount by the Return for the
               corresponding investment option.

     6.4  IR  Stock Accounts.  The Administrative Committee shall
          establish and maintain a separate IR Stock Account  for
          each  Plan Year for each Participant who (i) elects  to
          have  all  or a portion of his of her Deferral  Amounts
          and/or  Discretionary  Company Contributions  for  such
          Plan  Year  invested in IR Stock or,  (ii)  receives  a
          Discretionary Company Contribution which  is  directed,
          pursuant   to   Section  6.3,  by  the   Administrative
          Committee to be deemed to be invested in IR Stock.  All
          Deferral  Amounts that are deemed, at the Participant's
          election, to be invested in IR Stock shall be  credited
          to  the Participant's IR Stock Account on the date when
          the  Deferral  Amount would otherwise be  paid  to  the
          Participant.   All Discretionary Company  Contributions
          that  are deemed, whether at the Participant's election
          or  as directed by the Administrative Committee, to  be
          invested  in  IR  Stock  shall  be  credited   to   the
          Participant's  IR Stock Account on the date  determined
          by   the  Administrative  Committee  in  its  sole  and
          absolute discretion.  Notwithstanding anything  to  the
          contrary, IR Stock credited to a Participant's IR Stock
          Account may not be designated by the Participant to  be
          deemed  to  be invested in any other investment  option
          and  shall remain invested in IR Stock in such IR Stock
          Account  until distributed from the Plan  or  until  at
          least such time as the Administrative Committee, in its
          sole  and absolute discretion determines, with  respect
          to Discretionary Company Contributions that it directed
          be  invested  in  IR  Stock,  that  such  Discretionary
          Company   Contributions  may  be   invested,   at   the
          Participant  election,  in  other  investment   options
          available  under  the Plan.  A Participant's  IR  Stock
          Accounts shall be credited as follows:

          (a)  On  the  day  a  Deferral Amount or  Discretionary
               Company    Contribution   is   credited    to    a
               Participant's IR Stock Account, the Administrative
               Committee  shall credit the IR Stock Account  with
               an  amount  equal  to  the Participant's  Deferral
               Amount and/or Discretionary Company Contribution.

          (b)  All  Deferral  Amounts  and Discretionary  Company
               Contributions deemed to be invested in IR Stock in
               accordance  with the Participant's  Election  Form
               or,   with   respect   to  Discretionary   Company
               Contributions  as  directed by the  Administrative
               Committee, shall be credited to a Participant's IR
               Stock  Account in units or fractional units.   The
               value  of  each  unit  shall  be  determined  each
               business day and shall equal the closing price  of
               one  share  of  IR  Stock on the  New  York  Stock
               Exchange-Composite  Tape.   On  each   date   that
               Deferral  Amounts  and/or  Discretionary   Company
               Contributions are credited to the Participant's IR
               Stock  Account, the number of units to be credited
               shall be determined by dividing the amount of such
               Deferral  Amounts  and/or  Discretionary   Company
               Contributions by the value of a unit on such date.

          Dividends  paid  on  IR  Stock  shall  be  reflected  in
          a Participant's  IR  Stock Account by  the  crediting  of
          additional  units or fractional units.  Such additional
          units or fractional units shall equal the value of  the
          dividends based upon the closing price of one share  of
          IR  Stock on the New York Stock Exchange-Composite Tape
          on the date such dividends are paid.

     6.5  Changes  in Capitalization.  If there is any change  in
          the  number or class of shares of IR Stock through  the
          declaration  of a stock dividend or other extraordinary
          dividends,  or  recapitalization  resulting  in   stock
          splits, or combinations or exchanges of such shares  or
          in  the  event  of similar corporate transactions,  the
          units  in  each  Participant's  IR  Stock  Account  and
          Supplemental  Contribution Account shall  be  equitably
          adjusted  to reflect any such change in the  number  or
          class  of issued shares of IR Stock or to reflect  such
          similar corporate transaction.

     6.6  Accounts are Bookkeeping Entries.  Notwithstanding  any
          other provision of the Plan that may be interpreted  to
          the  contrary,  the  investment options,  including  IR
          Stock,  are  to be used for measurement purposes  only,
          and  a  Participant's election of any  such  investment
          option,  the allocation to his or her Account  Balances
          thereto, the calculation of additional amounts and  the
          crediting   or   debiting  of   such   amounts   to   a
          Participant's Account Balances shall not be  considered
          or  construed in any manner as an actual investment  of
          his  or  her  Account Balances in any  such  investment
          option.   In the event that the Company or the  trustee
          of  the Trust, in its own discretion, decides to invest
          funds  in  any  or  all of the investment  options,  no
          Participant  shall  have  any  rights  in  or  to  such
          investments    themselves.    Without   limiting    the
          foregoing,  a Participant's Account Balances  shall  at
          all  times  be a bookkeeping entry only and  shall  not
          represent  any  investment made  on  the  Participant's
          behalf  by  the Company or the Trust.  The  Participant
          shall at all times remain an unsecured creditor of  the
          Company.
                                SECTION 7

                        DISTRIBUTION OF ACCOUNTS

     7.1  Termination  with  Five Years of  Service,  Retirement,
          Disability  and  Death.  A Participant  who  terminates
          employment after completing at least five (5) years  of
          Service,  reaches Retirement, incurs a  Disability,  or
          dies  shall be paid his or her vested Account  Balances
          (and  after his or her death to his or her Beneficiary)
          in annual installments over ten (10) years beginning as
          soon   as  administratively  practicable  in  the  year
          following  the  Participant's termination,  Retirement,
          Disability or death unless an optional form of  benefit
          payment   is  elected  in  accordance  with  the   next
          sentence.   For  each Plan Year's Account  Balance  the
          Participant  may  elect  an optional  form  of  benefit
          payment  in the manner prescribed by the Administrative
          Committee,  in  its sole and absolute discretion,  from
          among the following:

               (1)  A lump sum distribution to be paid as soon as
                    administratively practicable in the year following
                    the Participant's termination, Retirement,
                    Disability or death;

               (2)  Annual installments over five (5) years commencing
                    as soon as administratively practicable in the year
                    following the Participant's termination, Retirement,
                    Disability or death;

               (3)  Annual installments over fifteen (15) years commencing
                    as soon as administratively practicable in the year
                    following the Participant's termination, Retirement,
                    Disability or death; and

               (4)  A lump sum distribution which shall be paid as soon as
                    administratively practicable in the year specified by
                    the Participant on the Election Form.  Such specified
                    time shall be no less than one (1) year and no more than
                    five (5) years following termination, Retirement,
                    Disability or death.

          A Participant may elect, on an Election Form, to change
          the  form  and/or extend the timing of  a  distribution
          under  this  Section  that he  or  she  has  previously
          elected  to  any  other  form of distribution  or  time
          permitted  under this Section, provided  that  no  such
          election shall be effective unless it is made at  least
          one  (1)  year  before  the Participant's  termination,
          Retirement, Disability or death, as applicable.

          In  the  event  of  the  Participant's  termination  of
          employment  with  the Company with five  (5)  years  of
          Service, Retirement, Disability or death prior  to  the
          elected  date  for one or more scheduled  distributions
          prior  to termination of employment under Section  7.2,
          the   portion  of  the  Participant's  Account  Balance
          associated with such distribution(s) shall be  paid  to
          the  Participant (and after his or her death to his  or
          her  Beneficiary) in the same form as  elected  by  the
          Participant under this Section.

          Notwithstanding  any  provision  of  the  Plan  to  the
          contrary, if a Participant terminates employment  after
          completing  five  (5)  years of  Service,  has  reached
          Retirement, incurs a Disability or dies while receiving
          annual  installments prior to termination of employment
          pursuant to Section 7.2, such annual installments shall
          continue  to be paid to the Participant (and after  his
          or  her  death to his or her Beneficiary) in  the  same
          manner   as  if  the  Participant  had  not  terminated
          employment,  reached Retirement, incurred a  Disability
          or died.

          All distributions under this Section shall be made on a
          pro rata basis from the Participant's Account Balances.

     7.2  Scheduled   Distributions  Prior  to   Termination   of
          Employment.   A Participant may elect, on  an  Election
          Form, to receive a distribution of all or a portion  of
          his  or  her  Deferral Account, IR  Stock  Account  and
          vested Discretionary Company Contribution Account  with
          respect to a Plan Year(s) while still employed  by  the
          Company.   A  Participant's election for a distribution
          under this Section shall be permitted only if the  date
          specified  on the Election Form by the Participant  for
          such  distribution (in the event of a lump sum) or  the
          commencement  of  such distribution (in  the  event  of
          annual  installments) is no earlier than two (2)  years
          from  the  last  day  of the Plan Year  for  which  the
          portion  of the Deferral Account, IR Stock Account  and
          vested Discretionary Company Contribution Account to be
          distributed  is  actually deferred.  A Participant  may
          elect, on an Election Form, to extend the date for  any
          distribution  under this Section with  respect  to  any
          Plan  Year, provided such election occurs at least  one
          year  before  the  date of distribution  most  recently
          elected  for that Plan Year by the Participant and  the
          extension  is  for a period of not less  than  two  (2)
          years  after  the  date of distribution  most  recently
          elected  for  that  Plan Year by the Participant.   The
          Participant shall have the right to extend the date for
          any  distribution under this Section for  a  Plan  Year
          twice.

          At  the time an election for a distribution under  this
          Section  is made, the Participant shall also elect,  on
          the   Election  Form,  the  form  of  payment  of   the
          distribution.  The Participant shall elect either (i) a
          lump  sum  payment  to  be paid  as  soon  as  soon  as
          administratively practicable in the year  specified  by
          the  Participant on the Election Form  or  (ii)  annual
          installments over two (2), three (3), four (4) or  five
          (5)   years   beginning  as  soon  as  administratively
          practicable in the year specified by the Participant on
          the Election Form.

          A Participant may elect, on an Election Form, to change
          the  form  of payment for any distribution  under  this
          Section  for any Plan Year to any other form of payment
          permitted  under this Section, provided  such  election
          occurs  at  least  one  (1) year  before  the  date  of
          distribution previously elected by the Participant.

          All distributions under this Section shall be made on a
          pro   rata   basis  from  the  Participant's   Deferral
          Account(s),    IR   Stock   Account(s)    and    vested
          Discretionary   Company  Contribution  Account(s),   as
          applicable.

     7.3  Termination of Employment Prior to Completing Five  (5)
          Years  of Service.  If a Participant's employment  with
          the  Company terminates prior to his or her  completing
          five  (5) years of Service, the vested portion  of  the
          Participant's  Account  Balances,  if  any,  shall   be
          distributed in a lump sum as soon as practicable in the
          year   following   the  Participant's  termination   of
          employment.   If  a Participant's employment  with  the
          Company terminates prior to his or her completing  five
          (5)   years   of   Service   while   receiving   annual
          installments   prior  to  termination   of   employment
          pursuant to Section 7.2, such annual installments shall
          continue  to be paid to the Participant (and after  his
          or  her  death to his or her Beneficiary) in  the  same
          manner   as  if  the  Participant  had  not  terminated
          employment  prior  to  completing  five  (5)  years  of
          Service.   For  purposes  of Section  7.3,  Disability,
          death  and  Retirement shall be  deemed  not  to  be  a
          termination of employment.

     7.4  Hardship   Distribution.   In  the   event   that   the
          Administrative Committee, upon written petition of  the
          Participant  (or the Participant's Beneficiary)  on  an
          Election  Form filed with the Administrative  Committee
          specifying  the Plan Year(s), from which payment  shall
          be   made,   determines  in  its  sole   and   absolute
          discretion,  that the Participant (or the Participant's
          Beneficiary)  has  suffered an Unforeseeable  Financial
          Emergency,  the Company may pay to the Participant  (or
          the  Participant's Beneficiary) in a single  cash  lump
          sum  from  the  Participant's Deferral  Account(s),  IR
          Stock  Account(s), vested portion of the  Discretionary
          Contribution Account(s) and the vested portion  of  the
          Supplemental  Contribution Account(s) with  respect  to
          the  specified  Plan  Year(s), as soon  as  practicable
          following  such  determination, an  amount  appropriate
          under the circumstances.  All distributions under  this
          Section  shall  be made on a pro rata  basis  from  the
          Participant's Deferral Account(s), IR Stock Account(s),
          vested  Discretionary  Company Contribution  Account(s)
          and  vested  Supplementary Contribution Account(s),  as
          applicable.

     7.5  Early  Distributions (with forfeiture).  A  Participant
          shall  be  permitted to elect, on an Election Form,  to
          receive  an Early Distribution in whole percentages  of
          up  to 100% of his or her Deferral Account(s), IR Stock
          Account(s)    and    vested    Discretionary    Company
          Contribution  Account(s) with respect  to  a  specified
          Plan Year(s), subject to the following restrictions:

               (1)  10% of the amount elected by the Participant to be
                    distributed as an Early Distribution shall be
                    permanently forfeited and such forfeited amount shall
                    be deducted from the amount to be distributed to the
                    Participant.

               (2)  If a Participant receives an Early Distribution, the
                    Participant will be ineligible to participate in the
                    Plan for the balance of the Plan Year in which the Early
                    Distribution is received and for the following Plan Year.
                    All Early Distributions shall be made on a pro rata basis
                    from the Participant's Deferral Account(s), IR Stock
                    Account(s) and vested Discretionary Company Contribution
                    Account(s).

               (3)  The Early Distribution shall be paid in a single cash
                    lump sum as soon as administratively practicable after
                    the Early Distribution election is made.

     7.6  Form  of  Payments of IR Stock.  Except as provided  in
          Sections 7.4,  all amounts in a Participant's IR  Stock
          Account  and Supplemental Contribution Account  payable
          to a Participant or Beneficiary under the Plan shall be
          paid  in IR Stock, with one share distributed for  each
          unit.  All fractional shares shall be payable in cash.

          All distributions from the Plan that are to be paid  in
          a specified number of annual installments shall be paid
          so  that  the  amount  of  each annual  installment  is
          determined  by dividing the total remaining  number  of
          units  in the Participant's Account Balance to be  paid
          in  annual  installments, by the  number  of  years  of
          annual installments remaining.

     7.7  Taxes; Withholding.  To the extent required by law, the
          Company,  or  the trustee of the Trust, shall  withhold
          from  payments  made hereunder an amount  equal  to  at
          least the minimum taxes required to be withheld by  the
          federal  or any state or local government.  The  amount
          to be withheld and the manner in which amounts shall be
          withheld shall be determined in the sole discretion  of
          the Company or the trustee of the Trust.

                               SECTION 8

                         BENEFICIARY DESIGNATION

     A   Participant  shall  have  the  right  to   designate   a
     Beneficiary(ies)   to  receive  the  Participant's   Account
     Balances  in  the  event  the  Participant  dies  prior   to
     receiving all of his or her Account Balances.  A Beneficiary
     designation shall be made, and may be amended at  any  time,
     by  the Participant by filing a written designation with the
     Administrative  Committee, on such form  and  in  accordance
     with  such procedures as the Administrative Committee  shall
     establish  from time to time.  A Participant may change  the
     designated  Beneficiary  under  the  Plan  at  any  time  by
     providing  such designation in writing to the Administrative
     Committee.

     If  a Participant fails to designate a Beneficiary(ies),  or
     if  all designated Beneficiaries predecease the Participant,
     the Participant's Beneficiary(ies) shall be deemed to be the
     Participant's estate.  If the Company is unable to determine
     a   Participant's  Beneficiary  or  if  any  dispute  arises
     concerning a Participant's Beneficiary, the Company may  pay
     benefits  to  the Participant's estate.  Upon such  payment,
     the Company shall have no further liability hereunder.

     If any distribution to a Beneficiary is to be made in annual
     installments, and the Beneficiary dies before receiving  all
     such  installments, the value of the remaining installments,
     if any, shall be paid to the estate of the Beneficiary in  a
     lump sum.
                               SECTION 9

                  AMENDMENT AND TERMINATION OF PLAN

     9.1  Amendment.  The Plan may, at any time and from time  to
          time, be amended without the consent of any Participant
          or  Beneficiary, (a) by the Board of Directors  of  the
          Company,  (b)  by the Administrative Committee  in  the
          case  of amendments which do not materially modify  the
          provisions hereof (any amendment permitted be  made  by
          the  Compensation Committee pursuant to (c) below shall
          be  deemed to materially modify the provisions hereof),
          or  (c) by the Compensation Committee in the case of an
          amendment   to   the  amount  to  be  credited   to   a
          Participant's    Supplemental   Contribution    Account
          pursuant  to Section 2.29; provided, however,  that  no
          amendment  shall reduce any benefits accrued under  the
          terms of the Plan prior to the date of amendment.

     9.2  Termination of Plan

          a.   Company's  Right  to  Terminate.   The  Board   of
               Directors of the Company may terminate the Plan at
               any time and for any reason.

          b.   Payments  Upon Termination.  Upon any  termination
               of  the Plan under this Section, Base Salary, Cash
               Incentive Compensation Awards, Dividends on  Stock
               Grants,  Discretionary Company  Contributions  and
               Supplemental   Contributions  shall  prospectively
               cease to be deferred and, with respect to all such
               amounts previously deferred, the Company shall pay
               to  the  Participant, in a lump sum,  as  soon  as
               administratively  practicable, the  value  of  the
               Participant's Account Balances.

                              SECTION 10

                             MISCELLANEOUS

     10.1 Unsecured  General Creditor.  Benefits under  the  Plan
          shall  be  payable by the Company out  of  its  general
          funds.  The Company shall have the right to establish a
          reserve  or  make  any investment for the  purposes  of
          satisfying  its  obligations hereunder for  payment  of
          benefits at its discretion, provided, however, that  no
          Participant  or Beneficiary shall have any interest  in
          such  investment  or reserve.  To the extent  that  any
          person  acquires a right to receive benefits under  the
          Plan, such rights shall be no greater than the right of
          any  unsecured  general creditor of  the  Company.   No
          Participant shall have any of the rights or  privileges
          of  a  stockholder  of  the  Company  under  the  Plan,
          including  as a result of the crediting of units  to  a
          Participant's   IR   Stock  Account   or   Supplemental
          Contribution   Account,  except   at   such   time   as
          distribution is actually made from the Participant's IR
          Stock Account or Supplemental Contribution Account,  as
          applicable.

     10.2 Entire Agreement; Successors.  The Plan, including  the
          Election  Form and any subsequently adopted  amendments
          to  the  Plan  or  Election Form, shall constitute  the
          entire  agreement or contract between the  Company  and
          any  Participant  regarding the  Plan.   There  are  no
          convenants,   promises,   agreements,   conditions   or
          understandings,  either oral or  written,  between  the
          Company  and  any Participant relating to the  subject,
          matter  hereof, other than those set forth herein.  The
          Plan  and any amendment hereof shall be binding on  the
          Company  and  the  Participants and,  their  respective
          heirs,   administrators,   trustees,   successors   and
          assigns,  including but not limited to, any  successors
          of the Company by merger, consolidation or otherwise by
          operation  of  law, and on all designated Beneficiaries
          of the Employee.

     10.3 Non-Assignability.  To the extent permitted by law, the
          right  of  any  Participant or any Beneficiary  in  any
          benefit hereunder shall not be subject to attachment or
          any   other  legal  process  for  the  debts  of   such
          Participant or Beneficiary; nor shall any such  benefit
          be subject to anticipation, alienation, sale, transfer,
          assignment or encumbrance.

     10.4 No  Contract of Employment.  The establishment  of  the
          Plan  or  any  modification hereof shall not  give  any
          Participant or other person the right to remain in  the
          service of the Company or any of its subsidiaries,  and
          all Participants and other persons shall remain subject
          to  discharge  to the same extent as if  the  Plan  had
          never been adopted.

     10.5 Authorization and Source of Shares.  Shares of IR Stock
          necessary to meet the obligations of the Plan have been
          reserved and authorized pursuant to resolutions adopted
          by the Board of Directors of the Company on December 4,
          1996,  and  additional  shares of  IR  Stock  shall  be
          reserved  and  authorized for delivery under  the  Plan
          from  time  to time.  These shares of IR Stock  may  be
          provided from newly-issued or treasury shares.

     10.6 Singular  and Plural.  As the context may require,  the
          singular  may be read as the plural and the  plural  as
          the singular.

     10.7 Captions.  The captions to the articles, sections,  and
          paragraphs  of  the Plan are for convenience  only  and
          shall not control or affect the meaning or construction
          of any of its provisions.

     10.8 Applicable  Law.   The  Plan  shall  be  governed   and
          construed in accordance with the laws of the  State  of
          New Jersey.

     10.9 Severability.  If any provisions of the Plan shall,  to
          any  extent, be invalid or unenforceable, the remainder
          of  the  Plan shall not be affected thereby,  and  each
          provision of the Plan shall be valid and enforceable to
          the fullest extent permitted by law.

    10.10 Notice.  Any notice or filing required or permitted to
          be given to the Administrative Committee shall be sufficient if
          in writing and hand delivered, or sent by registered or certified
          mail, to the principal office of the Company at 200 Chestnut
          Ridge Road, Woodcliff Lake, NJ 07677, directed to the attention
          of the Senior Vice President, Human Resources. Such notice shall
          be deemed given as of the date of delivery or, if delivery is
          made by mail, as of the date shown on the postmark on the receipt
          for registration or certification. Any notice to the Participant
          shall be addressed to the Participant at the Participant's
          residence address as maintained in the Company's records. Any
          party may change the address for such party here set forth by
          giving notice of such change to the other parties pursuant to
          this Section.



IN  WITNESS  WHEREOF, the Company has caused this  amendment  and
restatement  to be executed by its duly authorized representative
as of January 1, 2001.


                           INGERSOLL-RAND COMPANY


                           By: /s/ Donald H. Rice
                           Donald H. Rice
                           Senior Vice President
                           Global Business Services and Human
                           Resources